This SEPARATION AGREEMENT, WAIVER
AND GENERAL RELEASE (this “ Agreement ”) is made
and entered into as of this 21st day of October, 2010, by and among
Patrick Curran (“ Executive ”), Tops Markets,
LLC, a New York limited liability company (the “
Company ”), and Tops Holding Corporation, a Delaware
corporation (“ Tops Holding ”) (each a “
Party ,” and, collectively, the “ Parties
”).

WHEREAS,Executive and the Company are parties to an
Employment Agreement dated as of March 25, 2008 (the “
Employment Agreement ”);

WHEREAS,Executive and the Company are parties to a
letter agreement, dated as of April 28, 2008, relating to
certain obligations of Executive relating to non-competition,
non-solicitation, non-disclosure, assignment of inventions and
non-disparagement (the “ Non-Compete Agreement
”);

WHEREAS,Executive and Tops Holding are parties to a
Bonus Award Agreement, dated as of October 27, 2009 (the
“ Bonus Award Agreement ”);

WHEREAS,Executive, Tops Holding and the Parties desire
to enter into a new agreement that supersedes all prior agreements
between them, including without limitation the Employment
Agreement, the Option Certificate, the Non-Compete Agreement and
the Bonus Award Agreement, as well as all promises, covenants,
arrangements, understandings, communications, representations or
warranties, whether oral or written, by any Party, or any officer,
director, employee, representative or agent thereof, such that any
prior agreement between the Parties is hereby
terminated;

WHEREAS,the Parties understand that they are waiving
legal rights by signing this Agreement, and enter into this
Agreement voluntarily, with a full understanding of and agreement
with all of its terms;

NOW, THEREFORE,in consideration of the promises and
mutual covenants and agreements set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties, intending to be legally
bound, agree as follows:

1.Separation from Employment;
Transition Period.

(a)On October 5, 2010 (the “
Notice Date ”), the Parties agreed that
Executive’s employment with the Company will terminate,
effective December 31, 2010 (the “ Separation
Date ”). During the period between the Notice Date
and the Separation Date (the “

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Transition Period”), Executive will continue
to be paid his base salary, less applicable deductions and
withholdings, in accordance with the Company’s usual and
customary payroll procedures, and will continue to receive benefits
at the same level in which Executive was participating, and at the
same level of contribution, in effect immediately prior to
commencement of the Transition Period.

(b)During the Transition Period,
Executive will perform such duties as the Company may reasonably
request, including without limitation as may be required in
connection with the transition of work to his
successor(s) and/or to other employees of the
Company.

(c)During the Transition Period,
Executive shall receive reimbursement for any unpaid expenses to
which Executive is entitled in accordance with Company
policy.

(d)During the Transition Period and
following the Separation Date, Executive shall, to the extent
reasonably requested by the Company, and except as may be required
by applicable law, cooperate in good faith with and assist the
Company or any of its affiliates in the pursuit, defense or
investigation of any actual, threatened, anticipated or potential
claim, administrative charge or cause of action by or against the
Company or any of its affiliates as to which Executive, by virtue
of his employment with the Company, has relevant knowledge or
information, including by acting as the Company’s
representative in any such proceeding.

2.Separation
Benefits.

(a)Provided that Executive agrees to
and accepts the terms of this Agreement, and does not timely revoke
his acceptance, and further provided that, upon the Separation
Date, Executive executes and delivers, and does not timely revoke,
a general release in the form attached as Exhibit A, Executive
shall receive the following (collectively, the “
Separation Benefits ”):

(i)the amount of $244,795, less
applicable deductions and withholdings, payable in equal
installments and in accordance with the Company’s regular and
customary payroll practices, over the period commencing on
January 1, 2011 and ending on December 31, 2011 (the
“ Benefits Period ”);

(ii)an amount equal to the Annual Bonus payable to
Executive for fiscal year 2010 pursuant to the Employment
Agreement, calculated based on Executive’s target percentage
of 60% of Annual Base Salary and achievement by the Company of its
bonus target for such year, such amount to be paid on or about the
date on which the Company pays bonuses to other members of the
Company’s senior management in respect of such
year;

(iii)the amount of $50,000, less applicable
deductions and withholdings, payable in one (1) lump sum
payment within ten (10) business days

2

following the Separation Date;
provided that upon the Separation Date, Executive returns the
Company’s automobile to the Company;

(iv)continuation of participation in all welfare and
benefits plans during the Benefits Period at the same level offered
to and enrolled in by the Executive and members of his family prior
to commencement of the Transition Period at the expense of the
Company until the earlier of (a) expiration of the Benefits
Period and (b) the date that Executive is eligible to receive
coverage and benefits from a new employer; provided, however
, that if Executive is precluded from continuing his participation
in any such welfare or benefit plan, then the Company shall pay the
economic equivalent of the benefits provided under such plan for
the period specified above, it being understood that the economic
equivalent of a benefit foregone shall be deemed to be the cost in
the State of New York that would reasonably be incurred by
Executive in obtaining such benefit himself on an individual
basis;

(v)utilization of an executive-level outplacement
through the end of the Benefits Period with a vendor selected by
the Company;

(vi)waiver of objections from the Company regarding
Executive’s lawful application to receive unemployment
benefits.

(b)Executive agrees and acknowledges
that his receipt of the Separation Benefits is subject to and
conditioned upon his strict compliance with this Agreement,
including without limitation the covenants set forth in Sections 7,
8, 9, 10 and 11 below. Executive further agrees that, should
he fail to comply with any such covenants, the Company, in addition
to any other legal or equitable remedies available to it, shall be
entitled to immediately and forever cease payment of the Separation
Benefits, and to recover any consideration already paid to
Executive under this Agreement, including without limitation the
Separation Benefits.

(c)Executive agrees and acknowledges
that, other than as set forth in this Agreement, Executive is not
entitled to and shall not receive any additional compensation,
payments or benefits of any kind from the Company, and that no
representations or promises to the contrary have been made to
Executive. Executive further agrees and acknowledges that the
payments and benefits set forth in this Agreement exceed the
consideration to which Executive would otherwise be entitled, and
that such payments and benefits constitute good and sufficient
consideration for the promises and covenants of Executive set forth
herein.

(d)Executive agrees and acknowledges
that the Company shall not have an obligation in the future to
reemploy Executive, or to enter into any other business arrangement
of any kind with Executive.

3.Options; Bonus Award
Agreement. Executive agrees and acknowledges that all
options granted him pursuant to the Option Certificate and the
bonus awarded pursuant to the Bonus Award Agreement are unvested
and shall be forfeited as of the date of this Agreement.

3

4.Release of
Claims. In
consideration for the agreements of the Company set forth in this
Agreement, including without limitation the Separation Benefits,
and on behalf of himself, his spouse, agents, heirs and
representatives, Executive irrevocably and unconditionally waives,
discharges and releases his right to assert against the Releasees
(as such term is defined below) any form of claim, complaint or any
other form of action seeking any form of relief, including without
limitation equitable relief (whether declaratory, injunctive or
otherwise), the recovery of damages or any other form of monetary
recovery whatsoever (including without limitation back pay, front
pay, compensatory damages, emotional distress damages, punitive
damages, attorneys’ fees and any other costs), for any
alleged action, inaction or circumstance existing or arising
through the date of this Agreement (collectively, “
Claims ”).

For purposes of this Agreement, the
“ Releasees ” shall include Morgan Stanley, Tops
Holding, the Company, their respective subsidiaries and affiliates,
and their past and present officers, directors, employees,
stockholders, owners, representatives, assigns, attorneys, agents
and insurers, and their employee benefit programs and plans
(including without limitation the Tops Holding Corporation 2007
Stock Incentive Plan (as amended, the “ Plan ”))
and the trustees, administrators, fiduciaries and insurers of such
programs and plans.

Without limiting the foregoing
general waiver and release, Executive specifically waives and
releases the Releasees from any Claim arising from or related to
Executive’s employment with the Company or the termination
thereof, including, without limitation:

·Claims under any federal, state or
local discrimination, fair employment practices or other
employment-related statute, regulation or executive order
prohibiting discrimination or harassment based upon any protected
status including, without limitation, race, national origin, age,
gender, marital status, disability, veteran status or sexual
orientation. Without limitation, specifically included in
this Section 4 are any Claims arising under the federal Age
Discrimination in Employment Act (the “ ADEA ”),
the Older Workers Benefit Protection Act, the Civil Rights Acts of
1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Equal Pay Act, the Americans with
Disabilities Act, the Worker Adjustment and Retraining Notification
Act, the Sarbanes-Oxley Act and the Family & Medical Leave
Act, the New York State Human Rights Law, the New York Labor Code,
the New York Worker Adjustment and Retraining Notification Act, the
New York Whistleblower Law, the New York Constitution, as such laws
have been amended from time to time.

·Claims under any other federal,
state or local statute, regulation or executive order relating to
wages, hours or any other terms and conditions of employment.
Without limitation, specifically included in this Section 4
are any Claims arising under the National Labor Relations Act, the
Employee Retirement Income Security Act of 1974, the Consolidated
Omnibus Budget Reconciliation Act of 1985, and any similar
statute.

·Claims under any common law theory,
including without limitation wrongful discharge, breach of express
or implied contract, promissory estoppel, unjust enrichment, breach
of covenant of good faith and fair dealing, violation of
public

·Claims under any agreement between
Executive and Tops Holding and/or the Company, including without
limitation the Employment Agreement, the Option Certificate, the
Non-Compete Agreement and the Bonus Award Agreement.

·Claims under any employee welfare,
insurance or severance plan, including without limitation the
Plan.

·Any other Claim arising under
federal, state or local law.

Executive explicitly acknowledges
that, because he is over forty (40) years of age, he has specific
rights under the ADEA, which prohibits discrimination on the basis
of age, and that the releases set forth in this Section 4 are
intended to release any right that Executive may have to file a
claim against the Releasees alleging discrimination on the basis of
age.

Notwithstanding the foregoing, this
Section 4 does not:

·release the Company or Tops Holding
from any obligation expressly set forth in this Agreement or from
any obligation, including without limitation obligations under the
Workers Compensation laws, which as a matter of law cannot be
released;

·prohibit Executive from
participating in an investigation or proceeding by the EEOC or a
similar state or local agency; or

·prohibit Executive from challenging
or seeking a determination in good faith of the validity of this
release or waiver under the ADEA or impose any condition precedent,
penalty or costs for doing so unless specifically authorized by
federal law.

Executive’s waiver and
release, however, are intended to be a complete bar to any recovery
or personal benefit by or to Executive with respect to any claim
whatsoever, including those raised through a charge with the EEOC,
except those which, as a matter of law, cannot be
released.

Executive acknowledges and agrees
that, but for providing this waiver and release, Executive would
not be receiving the consideration provided under the terms of this
Agreement, including without limitation the Separation
Benefits. Executive further agrees that, should Executive
breach this Section 4, Tops Holding and/or the Company, in
addition to any other legal or equitable remedy available to them,
shall be entitled to recover any consideration already paid to
Executive under this Agreement, including without limitation the
Separation Benefits.

5

5.Review and Revocation
Period.

(a)Executive acknowledges that, before
signing this Agreement, he was given a period of 21 days in which
to review and consider it; that Executive has, in fact, carefully
reviewed this Agreement; and, that he is entering into it
voluntarily and of his own free will. Executive further
acknowledges that Tops Holding and the Company encouraged him in
writing to show this Agreement to and discuss it with his attorney
before signing it, and that, to the extent Executive wished to do
so, he has done so. Executive further acknowledges that, if
he executed this Agreement before the end of the 21-day period,
such early execution was completely voluntary, and Executive had
reasonable and ample time in which to review this
Agreement.

(b)Executive agrees that, for a period
of seven days after he signs this Agreement, he has the right to
revoke it by providing notice, in writing (delivered in person or
by registered or certified mail, return receipt requested),
to: Lynne Burgess, Senior Vice President and General Counsel,
Tops Markets, LLC, P.O. Box 1027, Buffalo, New York
14240. This Agreement will not become effective and
enforceable until after the expiration of the seven-day revocation
period.

(c)Executive understands that his
acceptance of any payment or benefit set forth in this Agreement at
any time more than seven days after he signs this Agreement
confirms that he did not revoke his assent to this Agreement and,
therefore, that it is effective and enforceable.

6.Pursuit/Assignment of Released
Claims. Executive
warrants that, as of the date of this Agreement, he has not filed
or caused to be filed any lawsuit, complaint or charge with respect
to any Claim this Agreement purports to waive or release, or
assigned any such Claim to any other person or entity.

7.Non-Competition/Non-Solicitation.

(a)Between the date of this Agreement
and the conclusion of the Benefits Period (the “
Restrictive Period ”) Executive shall not, and shall
not permit any of his affiliates to, directly or indirectly, own,
manage, control, participate in, consult with, render services for,
or in any manner engage in any activity or represent any business
whether now existing or hereafter established that competes with
(or proposes or plans to compete with) the Company or its
affiliates (a “ Competitor ”) (as determined in
good faith by the Board) in any line of business engaged in or
under development by the Company; nor shall Executive entice,
induce or encourage any of the Company’s employees to engage
in any activity which, were it done by Executive, would violate any
provision hereof.

(b)During the Restrictive Period,
Executive shall not, directly or indirectly (i) attempt to
contact, recruit or solicit any customers of the Company;
(ii) enter into any agreement with any party to recruit or
solicit such customers; (iii) request any customers of the
Company to curtail or cancel their business with the Company;
(iv) induce or attempt to induce any employee of the
Co

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